The Instructions accompanying this Letter of Transmittal should be read carefully before completing
this Letter of Transmittal.
This Letter of Transmittal is for use only by registered shareholders. Shareholders whose common
shares are registered in the name of a broker, investment dealer, bank, trust company, trustee or other
nominee should contact that nominee for assistance in depositing those shares and should follow the
instructions of such nominee in order to deposit their shares.
LETTER OF TRANSMITTAL
to accompany certificates for
shares of common stock of
MIDAS GOLD, INC.
This Letter of Transmittal is for use by registered holders ("Shareholders") of shares of common stock
("Midas Shares") of Midas Gold, Inc. ("Midas") in connection with the proposed plan of share exchange
(the "Plan") involving Midas and Midas Gold Corp. ("Midas Canada"), pursuant to which, subject to
receiving all required approvals and the satisfaction of certain closing conditions, all of the issued and
outstanding Midas Shares will be acquired by Midas Canada. Pursuant to the Plan, each Midas Share will
be transferred by the holder thereof in exchange for one (1) common share (a "Midas Canada Share") in
the capital of Midas Canada (the "Exchange"). The Plan forms part of a series of transactions
contemplated under the combination agreement dated February 22, 2011 among Vista Gold U.S. Inc.,
Idaho Gold Resources, LLC ("Idaho Gold"), Midas and Midas Canada whereby Midas' and Idaho Gold's
respective assets, namely their mineral properties located in the Stibnite-Yellow Pine mining district
located in Valley County, Idaho, would be combined (the "Combination").
Shareholders are strongly urged to read the proxy statement of Midas (the "Proxy Statement")
accompanying this Letter of Transmittal, delivered in connection with the special meeting of Shareholders
to be held on April 1, 2011 (the "Meeting"). Capitalized terms used but not defined in this Letter of
Transmittal that are defined in the Proxy Statement have the meanings set out in the Proxy Statement.
It is anticipated that the Combination and the Exchange will be completed on or about April 6,
2011. If the Combination and Exchange are completed, then, at the Effective Time, Shareholders
(other than Dissenting Shareholders) will be entitled to receive, in exchange for each Midas Share
held, one Midas Canada Share.
IMPORTANT NOTICE
In order to receive Midas Canada Shares in exchange for their Midas Shares, Shareholders are
required to deposit the certificates representing the Midas Shares held by them with the Depositary
at the address specified below. This Letter of Transmittal, properly completed and duly executed,
together with all other required documents, must accompany all certificates for Midas Shares
deposited for payment pursuant to the Exchange. Shareholders who do not deliver the certificates
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representing their Midas Shares and all other required documents to the Depositary on or before
the sixth anniversary of the Effective Date: (i) will lose their right to receive Midas Canada Shares
in exchange for their Midas Shares; (ii) will not own any interest in Midas or Midas Canada; and
(iii) will not be paid any cash or other compensation in lieu thereof. See "Cancellation of Rights
after Six Years" in the enclosed Instructions.
The Exchange will be immediately taxable to a Shareholder who is resident in Canada for the
purposes of the Income Tax Act (Canada) (the "Tax Act"), unless such Shareholder files a tax
election form (duly executed with Midas Canada) with the Canada Revenue Agency and any
applicable provincial tax authority by the applicable deadline, in which case a full or partial
deferral of tax under the Tax Act may be obtained. If you are (i) a registered shareholder who is
also a beneficial shareholder or (ii) an intermediary who represents a beneficial shareholder, who
qualifies as an "Eligible Holder" (as such term is defined in the Proxy Statement) you may request
a tax election package by completing Box E in this Letter of Transmittal.
As described in detail in the Proxy Statement, Midas Canada will not be responsible for the proper
completion or filing of any tax election and the electing Shareholders will be solely responsible for the
payment of any taxes, interest, expenses, damages or late filing penalties resulting from the failure to
properly complete or file a tax election in the form or manner and within the time prescribed by
applicable tax legislation. Midas Canada agrees only to execute any properly completed tax election and
to forward such election by mail to the applicable Shareholder by the 90th day after the receipt thereof by
Midas Canada provided that any such tax election is received by Midas Canada within 90 days following
the Effective Date. See "Certain Canadian Federal Income Tax Considerations" beginning on page 23 of
the Proxy Statement.
A tax election package, consisting of the relevant federal and provincial tax election forms and a letter of
instructions will be available online at www.midasgoldinc.com following the Effective Date and on
request made by checking the appropriate box in Box E in this Letter of Transmittal will be separately
distributed to you.
The completion of a tax election is complicated and Eligible Holders should consult their own legal and
tax advisors in order to properly complete a tax election in the appropriate circumstances.
TO:
MIDAS GOLD CORP. ("MIDAS CANADA" OR THE "DEPOSITARY")
In connection with the Exchange, the undersigned hereby surrenders the enclosed certificate(s)
representing Midas Shares, details of which are as follows (please print or type):
Certificate Number(s)
Number of Midas Shares
Name in Which Midas Shares
are Registered
NOTE: If the space provided above is insufficient, details may be listed on a separate schedule to this Letter of
Transmittal.
It is understood that, upon (i) receipt by the Depositary of this Letter of Transmittal and the certificate(s)
representing the Midas Shares surrendered herewith (the "Deposited Shares"); (ii) receipt by the
Depositary of either (a) certification that such person is not a "foreign person"; or (b) a statement of non-
3
recognition (collectively, a "FIRPTA Certification" (printed on yellow paper and accompanying the
Proxy Statement and this Letter of Transmittal)), fulfilling the requirements specified under Treasury
Regulation 1.1445-2 in accordance with the terms of the Plan; and (iii) completion of the Exchange, the
Depositary will, as soon as practicable, cancel the certificate(s) described above and send to the
undersigned a certificate (a "Midas Canada Share Certificate") representing the number of Midas
Canada Shares to which such Shareholder is entitled under the Exchange, or hold such Midas Canada
Share Certificate for pick-up in accordance with the instructions set out below.
The undersigned Shareholder represents, warrants and covenants in favour of Midas Canada that: (i) the
undersigned is, and will immediately prior to the Effective Time be, the registered holder of the Deposited
Shares; (ii) the undersigned has, and will have immediately prior to the Effective Time, good title to the
Deposited Shares free and clear of any mortgage, hypothec, lien, pledge, assignment for security, security
interest, lease or other charge or encumbrance, including the lien or retained title of a conditional vendor;
(iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to
deposit, sell, assign, transfer and deliver such Deposited Shares; (iv) the Deposited Shares have not been
sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such
Deposited Shares to any other person; (v) the surrender of the Deposited Shares complies with applicable
laws; and (vi) all information inserted by the undersigned into this Letter of Transmittal is accurate.
These representations and warranties shall survive the completion of the Exchange.
The undersigned acknowledges that, as and from the Effective Time, his or her Midas Shares will be
deemed to be exchanged for Midas Canada Shares and that the undersigned’s rights as a former
shareholder of Midas will be limited to the right to receive Midas Canada Shares pursuant to the
Exchange.
Except for any proxy deposited with respect to the vote on the Reorganization in connection with the
Meeting, the undersigned revokes any and all other authority, other than as granted in this Letter of
Transmittal, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be
conferred by the undersigned at any time with respect to the Deposited Shares. No subsequent authority,
whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited
Shares by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for
under the Exchange.
The undersigned hereby acknowledges that the delivery of the Deposited Shares will be effected and the
risk of loss and title to such Deposited Shares will pass only upon proper receipt thereof by the
Depositary. The undersigned will, upon request, execute any signature guarantees or additional
documents deemed by the Depositary to be reasonably necessary or desirable to complete the transfer of
the Deposited Shares.
The undersigned surrenders to Midas Canada, effective at the Effective Time, all right, title and interest in
and to the Deposited Shares and irrevocably appoints and constitutes the Depositary lawful attorney of the
undersigned, with full power of substitution to deliver the certificates representing the Deposited Shares
pursuant to the Exchange and to effect the transfer of the Deposited Shares on the books of Midas.
Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal will
survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder will
be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
If the Exchange is not completed or proceeded with or is otherwise terminated in accordance with the
terms of the Combination Agreement or Plan, the enclosed certificate(s) and all other ancillary documents
will be returned forthwith to the undersigned at the address set out below in Box D, as applicable, or
4
failing such address being specified, to the undersigned at the last address of the undersigned as it appears
on the central securities register of Midas and all covenants and representations hereunder given by the
holder shall be deemed terminated.
It is understood that the undersigned will not receive payment in respect of the Deposited Shares until the
Exchange is consummated and until the certificate(s) representing the Deposited Shares, if applicable,
owned by the undersigned are received by the Depositary at the office specified below, together with such
additional documents as the Depositary may require (including a duly completed FIRPTA Certification),
and until the same are processed for payment by the Depositary. The undersigned further acknowledges
that the issuance of the Midas Canada Shares in respect of the Deposited Shares will completely discharge
any obligations of Midas, Midas Canada and the Depositary with respect to the matters contemplated by
this Letter of Transmittal.
5
PLEASE COMPLETE BOXES A, D, E AND G.
PLEASE ALSO COMPLETE EITHER BOX B OR BOX C.
SEE INSTRUCTIONS BELOW.
BOX A
PAYMENT INSTRUCTIONS
BOX B
DELIVERY INSTRUCTIONS
Register Midas Canada share certificate in the name
of (please print):
Send Midas Canada share certificate (Unless Box "C" is
checked)
to:
__________________________________________
____________________________________________
(Name) ______________________________________
(Name)
__________________________________________
(Street Address and Number)
__________________________________________
(City and State or Province)
__________________________________________
(Country and Zip (Postal) Code)
__________________________________________
(Street Address and Number)
____________________________________________
(City and State or Province)
____________________________________________
(Country and Zip (Postal) Code)
____________________________________________
(Telephone - Business Hours)
(Telephone - Business Hours)
__________________________________________
(Social Insurance or Taxpayer Identification Number)
BOX C
PICK-UP INSTRUCTIONS
‰ Hold Midas Canada share certificate for
pick-up at the office of the Depositary at 15920
East lndiana Ave., Suite 101, Spokane Valley,
Washington
BOX D
DELIVERY INSTRUCTIONS
(in the event that the Exchange is not completed)
TO BE COMPLETED BY ALL
SHAREHOLDERS BY SELECTING ONE BOX
BELOW. SEE INSTRUCTION 8 BELOW.
‰ Mail certificate(s) to (please fill in address for
mailing):
_______________________________________________
_______________________________________________
_______________________________________________
OR
‰ Hold certificate(s) for pick-up at the office of the
Depositary listed in Box C
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BOX E TAX DEFERRAL ELECTION
‰ Check this box if the beneficial owner of the deposited Midas Shares represented by the certificate(s)
listed on page 2 of this Letter of Transmittal is: (1) an Eligible Holder (defined below); and (2) would
like to make the joint election with Midas Canada described under "Certain Canadian Federal Income
Tax Considerations" beginning on page 23 of the Proxy Statement.
‰ Please check this box if you want the tax information package containing the election forms with
instructions on how to make the election to be delivered to you by Midas Canada. Note: The tax
information package containing the election forms and instructions on how to make the election
will be available online at www.midasgoldinc.com following the Effective Date. If this box is left
unchecked, you will be deemed to have elected to access the tax information package through the
website indicated above and Midas Canada will not be under any obligation to deliver the tax
information package to you by mail or otherwise.
The joint tax election can only be made by beneficial owners of Shares who are Eligible Holders. No joint tax
election will be made with any other persons.
An "Eligible Holder" means a beneficial owner of Shares who is a resident of Canada for purposes of the Tax
Act (other than a person who is exempt from tax under Part I of the Tax Act), or a partnership, any member of
which is a resident of Canada for purposes of the Tax Act (other than a person who is exempt from tax under
Part I of the Tax Act).
If you are requesting a tax instruction letter, please respond to the following statements by checking the
appropriate box:
Yes
No
‰
‰
The undersigned is a partnership
‰
‰
The undersigned intends to file an election in Québec
BOX F – SIGNATURE GUARANTEE
Signature guaranteed by
(if required under Instruction 3):
__________________________________________
Authorized Signature
__________________________________________
Name of Guarantor (please print or type)
__________________________________________
Address (please print or type)
__________________________________________
Area Code and Telephone Number
BOX G – SIGNATURE
Dated: ______________________
__________________________________________
(Signature of Shareholder or authorized representative)
__________________________________________
(Signature of any joint holder)
__________________________________________
(Name of Shareholder)
__________________________________________
(Name of Authorized representative)
__________________________________________
(Social Insurance Number, Social Security Number
or Taxpayer Identification Number)
__________________________________________
(Daytime Telephone Number of Shareholder
or Authorized Representative)
__________________________________________
(Daytime Facsimile Number of Shareholder
or Authorized Representative)
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INSTRUCTIONS
1.
Use of the Letter of Transmittal
(a)
In order to permit the timely receipt of the Midas Canada Share Certificates issuable in
connection with the Exchange, it is recommended that this Letter of Transmittal (or an originally
signed facsimile copy thereof), together with the accompanying certificate(s) representing the
Deposited Shares be received by the Depositary at the office specified below, by no later than
4:00 p.m. (Mountain time) on March 31, 2011 or, in the case of any adjournment or
postponement of the Meeting, by no later than 4:00 p.m. (Mountain time) on the business day
before the reconvened Meeting. Do not send the certificates or the Letter of Transmittal to Midas
or Midas Canada.
(b)
The method used to deliver this Letter of Transmittal and any accompanying certificates
representing Deposited Shares is at the option and risk of the Shareholder, and delivery will be
deemed effective only when such documents are actually received by the Depositary. Midas
recommends that the necessary documentation be hand delivered to the Depositary at the office
specified below, and a receipt obtained; otherwise the use of registered mail with return receipt
requested, properly insured, is recommended. Shareholders whose Midas Shares are registered in
the name of a broker, investment dealer, bank, trust company or other nominee should contact
that nominee for assistance in depositing those Midas Shares.
2.
Signatures
Box G of this Letter of Transmittal must be completed, dated and signed by the holder of Midas Shares or
by such holder’s duly authorized representative (in accordance with Instruction 4).
(a)
If this Letter of Transmittal is signed by the registered owner(s) of the accompanying
certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as
registered or as written on the face of such certificate(s) without any change whatsoever, and the
certificate(s) need not be endorsed. If such deposited certificate(s) are owned of record by two or
more joint owners, all such owners must sign the Letter of Transmittal.
(b)
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the
accompanying certificate(s), or if a cheque is to be issued to a person other than the registered
owner(s):
(i)
such deposited certificate(s) must be endorsed or be accompanied by appropriate share
transfer power(s) of attorney duly and properly completed by the registered owner(s); and
(ii)
the signature(s) on such endorsement or share transfer power(s) of attorney must
correspond exactly to the name(s) of the registered owner(s) as registered or as appearing
on the certificate(s) and must be guaranteed as noted in Instruction 3 below.
(c)
If any of the Deposited Shares are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate Letters of Transmittal as
there are different registrations of Midas Shares.
8
3.
Guarantee of Signatures
No signature guarantee (Box F) is required on this Letter of Transmittal if this Letter of Transmittal is
signed by the registered owner(s) of the Deposited Shares. If this Letter of Transmittal is signed by a
person other than the registered owner(s) of the Deposited Shares or if the payment is to be made in a
name other than the registered owner(s), such signature must be guaranteed by an Eligible Institution (as
defined below) by completing Box F, or in some other manner satisfactory to the Depositary (except that
no guarantee is required if the signature is that of an Eligible Institution).
An "Eligible Institution" means a Canadian Schedule I chartered bank, or an eligible guarantor
institution with membership in an approved signature guarantee medallion program.
4.
Fiduciaries, Representatives and Authorizations
Where this Letter of Transmittal or any share transfer power(s) of attorney is executed by a person as an
executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association, or is
executed by any other person acting in a representative or fiduciary capacity, such person should so
indicate when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of
their proof of appointment and authority to act. Any of Midas, Midas Canada or the Depositary, at their
discretion, may require additional evidence of appointment or authority or additional documentation.
5.
Payment and Delivery Instructions
In all cases, either Box B or Box C should be completed and Box D entitled "Delivery Instructions"
should be completed. If those boxes are not completed, the Midas Canada Share Certificates exchanged
for the Deposited Shares or the certificate(s) in respect of the Deposited Shares (if the Exchange is not
completed), will be mailed to the depositing Shareholder at the address of the Shareholder as it appears on
the register of shareholders maintained by Midas.
6.
Miscellaneous
(a)
If the space on this Letter of Transmittal is insufficient to list all certificates for Deposited Shares,
additional certificate numbers and number of Deposited Shares may be included on a separate
signed list affixed to this Letter of Transmittal.
(b)
If Deposited Shares are registered in different forms (e.g. "John Doe" and "J. Doe"), a separate
Letter of Transmittal should be signed for each different registration.
(c)
No alternative, conditional or contingent deposits of Deposited Shares will be accepted.
(d)
Additional copies of the Proxy Statement and this Letter of Transmittal may be obtained from the
Depositary or at the office specified below.
(e)
It is strongly recommended that prior to completing this Letter of Transmittal, the undersigned
read the accompanying Proxy Statement and discuss any questions with a tax advisor.
(f)
Midas and Midas Canada reserve the right, if either so elects in its absolute discretion, to instruct
the Depositary to waive any defect or irregularity contained in the Letter of Transmittal received
by it.
9
(g)
This Letter of Transmittal will be construed in accordance with and governed by the laws of the
State of Washington.
7.
Lost Certificates
If a certificate representing the Midas Shares has been lost, stolen or destroyed, this Letter of Transmittal
should be completed as fully as possible and forwarded together with a letter containing details of the
claim that such certificate was lost, stolen or destroyed, to the Depositary. The Depositary will respond
with the replacement requirements in order for you to receive your entitlement, which may include a
requirement to provide a bond satisfactory to Midas and Midas Canada in such sum as Midas Canada may
direct or otherwise indemnify Midas or Midas Canada in a manner satisfactory to Midas or Midas Canada
against any claim that may be made against Midas and Midas Canada with respect to the certificate
alleged to have been lost, stolen or destroyed.
8.
Return of Certificates
If the Exchange does not proceed for any reason, any certificate(s) for Deposited Shares received by the
Depositary will be returned by you forthwith in accordance with your delivery instructions in Box D. If
such Box is not completed, the certificate(s) in respect of the Deposited Shares (if the Exchange is not
completed) will be mailed to the Shareholder at the address of the Shareholder as it appears on the register
of shareholders maintained by Midas.
9.
Cancellation of Rights after Six Years
If you fail to deliver the certificate(s) representing your Midas Shares with a duly executed and completed
Letter of Transmittal and other required documents, then on the close of business on the sixth anniversary
of the Effective Date, such certificate(s) shall cease to represent a claim or interest of any kind or nature
against Midas or Midas Canada. On such date, all Midas Canada Shares deliverable to you under the Plan
shall be deemed to be surrendered to Midas Canada.
10
MIDAS GOLD CORP.
15920 East lndiana Ave., Suite 101
Spokane Valley, WA 99216
Attention: Heather Ennis
Tel: 509-927-4653
Fax: 509-924-1582
E-mail: ennis@midasgoldinc.com
Any questions and requests for assistance may be directed by holders of Midas Shares to the
Depositary at the telephone number, e-mail address and location set out above.